An Alien Uprising
by Temporal Freeze
Summary: When ben finds the omnitrix in the transformers prime universe, he gains the ability to turn into aliens and must learn to use them and save the world from a threat greater than evil itself. I will design my own aliens and in this ben, gwen and kevin are the ones from alien force.
1. The Coming

HI EVERYBODY PLEASE READ THIS AUTHORS NOTE, SO THIS IS BASED IN THE TFP UNIVERSE AND JACK IS NOW BEN, MIKO IS NOW GWEN, AND RAF IS NOW KEVIN. I AM BASING BEN GWEN AND KEVIN FROM THE ONES ON ALIEN FORCE WHERE THEY ARE ALL TEENS. PS IN THIS I WILL MAKE AND DRAW MY OWN ALIENS AND SEND THE PICS TO ANYONE WHO WANTS TO SEE THEM JUST PM ME. OH AND AT THE START NONE OF THEM HAVE THEIR POWERS AND/OR DEVICES  
Ben Gwen and Kevin were all sat together in the final lesson for the day, maths...  
Dull boring maths, gwen stared out the window having already done the sums presented by mr Cunnings. But both Ben and Kevin were scribbling down things, Kevin was doing the work with a bored and confused look on his face, but Ben... Ben was just being Ben. Lost In his own world doodling here and there. And doing no work whatsoever. Some of his doodles were pretty good actually, like the one of the giant blue femme robot. Mr Cunnings must have noticed the happy face Ben wore, because he walked over and whispered into his ear "maths isn't meant to be fun and games... Ben"  
They obviously disliked each other with a passion, but then to the teachers dismay, the bell rang for the end of the day.(hehe it rhymes) all the students poured out of the classroom hurriedly, pushing past each other to get home for the weekend. Aaaah the weekend, Ben didn't have to be back till about 11 because his mother June was still at work at the hospital. So he could do whatever he wanted as long as she didn't realise he was missing till that late. He decided to do his favourite thing, late night riding with arcee in the dessert. Arcee was a highly advanced autonomous robot from the planet cybertron. A fierce warrior and great friend, but most of all his secret crush. Most people had a crush on that cute girl who doesn't talk much and sits at the back of the class or the guy who has the coolest car and the most expensive clothes. But no his crush was not even human, it was his best and most true friend.  
Ben Gwen and Kevin all walked out the front doors glad to be away from school for the next two days. Kevin walked over to a familiar looking yellow and black muscle car. Gwen walked over to the large green SUV, whilst Ben hopped onto his gleaming blue motorcycle. They all drove away with a grin on their faces, they were all thinking the same thing. -Sleepover!-  
Well it sounded better in their heads anyway, having a sleepover with alien robots was nothing new to them. They did it often actually, staying over night at the autobot base with their guardians in their personal quarters, they could do pretty much anything they wanted to. Using the phase shifter, bumblebee and Kevin liked to drive straight at people and freak them out when they phased through. Gwen and bulkhead liked to meditate, it was funny to see bulkhead meditate, like watching a turtle stuck on its back. Ben and Arcee preferred to spend their time doing something they both enjoyed, late night driving...  
LATER THAT DAY (8:30 PM)  
Ben and arcee were headed out on their daily night drive as usual. Slowly the base doors crept open as a blue and pink motorcycle charged through. The back wheel spun momentarily in the dirt and sand of the desert before roaring away into the night. It drove fast, the teenage boy in leather jacket sitting precariously on top of it. A green with white highlight jacket, dark blue jeans and a white T-shirt. A good style that suited him well. Or as arcee thought, anyway.  
The silence was blissful and neither of them needed to say a word to the other. The dirt flew up behind them as they shot along the road and up a nearby steep rock pointed out of the ground and pulled over near the top. They both loved to come here just before dark to watch the sunset and talk. Arcee transformed as soon as Ben got off of her and walked to the peak with him close behind. She sat with her legs dangling off the edge of the plateau, silently gazing at the now setting sun with Ben at her side. Their hands moved towards the middle of their bodies and slowly crossed each other. Neither of them pulled away, just sitting there bens hand upon arcee's, watching the sun slowly set. It was so peaceful you could hear the birds chirping in the rare few trees that dwelled within the desert. The last little part of the sun gently moved behind sandy dessert and all became dark. With the moon now visible and the stars shining, both knew earth was a wonderful and beautiful place.  
Arcee and Ben looked away from the now dark sky and realised they were still holding hands and blushed like crazy. Arcee and Ben both looked away trying to hide it. Arcee got up and stretched her long, sleek legs. She started to walk away then transformed and said "hop on Ben" but he walked up to her, put his arm over her seat and gave it a gentle pat. "Thanks arcee but I'm gonna have a walk back, and enjoy the peace and quiet" he said as he slowly walked away. She just sighed and drove off, if people thought she was stubborn they have never met Ben, so she decided to drop it. Ben descended from the plateau slowly as arcee drove past him, her wheels moving carefully on the steep rock. She shouted "see you tomorrow Ben" and drove away across the sand.  
Once Arcee was gone Ben let out a sigh and took a deep breath of fresh air. He looked up at all the stars shining in the sky but looked down again and began to walk. He walked back towards the town, it's lights shining in the distance. He moved his feet through the now cooling sand of the dessert. It wasn't often he got some peace and quiet, gwen loved to play music and be loud. but when she was meditating kevin and bumblebee Loved to watch tv and play video games. Ben came back to reality and Once again his eyes drifted to the stars in the sky. This time he saw a shooting star, he closed his eyes and made a wish. -I wish I could find a way to protect arcee forever, my true love-  
He opened his eyes to see the shooting star once again, but this time it was shooting at him. Slowly it drifted through the sky, gaining in him. He ran as fast as he could, his feet sinking into the sand leaving deep imprints as he ran away quickly. The star was getting bigger, closer and a lot hotter. It slowly gained on him even more. It hit the sandy desert behind Ben and there was an ear-screeching noise and an explosion that sent him flying forward. He hit the floor and slid a few feet forward in the sand and smoke rose from behind him. He felt like crap, he felt pretty good considering he almost got hit by a meteor, just a few scrapes. He slowly clambered to his feet and stood up straight, slowly he walked over to a now giant crater a few metres behind him. Without thinking he jumped in, gliding Down the smoking crater side. He grasped his footing and cautiously moved forward towards the cause of the smoke. The smoke was being given off by a glowing red orb. Slowly and carefully he approached and touched it. He immediately burned his hand, -personal note don't touch a fireball from space-  
Ben immediately jumped back holding his hand in slight pain, but it cooled down soon after. Ben approached it again, more cautiously this time. He moved carefully up to it and knew that it looked like a weird orb. Now cooled down he could see the actual colour of it. It was a silver orb with glowing purple designs across it. It was about twice the size of a bowling ball and was obviously made out of a very tough metal to fall from space. It had slight burn marks here and there but it was definitely intact. Ben reached for it again, his left hand outstretched. He ran his hand across the smooth chrome and at the back he felt a slight notch. He pulled it and the front of the sphere folded in on itself. A dark purple light protruded from inside and Ben stepped back. He shielded his eyes as the light slowly died down and dared to take them away after a couple moments. He cautiously looked into the now, what appeared hollow sphere. Within it lay a black, grey and chromey purple watch looking device, just more alien. It had a black strap with one grey strip down the middle, the watch itself didn't tell time. The watch face had an infinity sign on it drew in black. Inside the loops were purple and Outside the symbol was a grey colour. Then the watch rim was black and there was a purple circle every quarter way around.  
Slowly and cautiously he put his left hand within the sphere, careful not to disturb anything but the watch. Then without warning it split open and flew onto his wrist at the speed of lightning. Bens first reaction was to panic, which he did. He tried to slip it off, but it didn't work very well. Slowly he moved towards the edge of the crater and took a small stone and tried to smash it. But the watch formed a purple translucent shield and the rock bounced back into bens head. And for the next ten minutes he was constantly trying to slip it off smash it off or pry it off. But all his attempts were futile.  
Then he heard sirens closing in from the highway, he was still in the crater and had been so for the past thirty minutes. He ran and climbed quickly up and out of the giant hole in the ground as the sirens drew closer. He could now see flashing lights coming not far behind him, so he ran as fast as he could back towards town. What was normally a ten minute drive from this point took almost twenty five minutes. Ben was back in jasper and he heaved a sigh of relief as he neared his house, he checked the time. Uh oh five past eleven, Ben looked in the garage and let out a sigh, no car. His mom wasn't home yet. He rushed inside and dashed up the stairs, falling over near the top. He reached his room and shut the drapes whilst falling over again trying to put on his pj's. He dumped his clothes in a pile on the floor and jumped under the covers. Seconds later he heard a car door slam and keys rattling. He was in time, barely. He closed his eyes and pretended to sleep as his mother climbed the stairs, and slowly opened the door to check up on him. She only poked her head in and then left, closing the door behind her. He would leave the watch until tomorrow...

AND THAT IS MY FIRST CHAPTER, I HOPE YOU LIKE IT PLEASE R&R

AND SORRY ITS NOT VERY LONG, BUT IT IS ONLY MY FIRST CHAPTER


	2. discovering the powers

SORRY THIS TOOK SO LONG TO UPDATE I DON'T REALLY HAVE AN EXCUSE TO MAKE UP SO, SORRY BOUT THAT

Bens eyes slowly fluttered open, with a long drawn out yawn close behind. He pulled the covers from over him and swung his legs over the side of his bed. He peeked his tired eyes at the bedside table clock. 8:35, time to get up. Groan. Then it all hit him, the meteor, the drive with Arcee, and most of all; the watch. He looked at his left wrist to see if it was still there, unfortunately it was. He looked at it again, with its unusual dials, buttons, colours and symbols and he couldn't help but wonder where it came from.

Ben got out of the bed with a groan and sleepily trudged to the bathroom located in his room. His hair was a mess, extreme bed head. He turned on the shower and pulled the door to.

(As much as the girls out there would like to know what happens next, I will skip ahead)

FF

Ben left his bathroom fifteen minutes later still rubbing his wet hair. He now wore his usual attire, his blue jeans, white shirt and green jacket. Unfortunately the water didn't do anything to the watch. Covering the watch over with his jacket sleeve he left his room and walked down the stairs. He heard a buzz come from his cell phone in his pocket, he checked it. It was Arcee he answered it. "Hello? Ben are you ok?" Arcee said instantly. Ben replied "yeah I'm fine, why wouldn't I be?" Ben knew her exasperated tone meant something was wrong. "Because there was a meteor that hit the dessert very close to where you were last night. Fowler even said there was somebody there when it hit. I'm sorry I just thought of you and kind of panicked" Ben was glad she cared about him but for now he would keep the watch secret, for everyone's safety and sanity. "Anyway Ben come down to the garage, I wanna show you something. I'll be there soon"

Ben walked into the kitchen and did himself some toast while he waited for Arcee. It had just popped out when he heard a revving sound from the garage. Ben walked into the garage with his toast in his hand to see an amazing new, sleek, extremely expensive and sexy looking motorcycle. Bens jaw dropped along with his piece of toast and he just walked over to her. He ran his hands along her new form, and she gave a slight moan of appreciation and shuddered at his touch. He pulled on his helmet and slid onto her. "So i take it you like it?" Arcee asked with an inward grin. "It's awesome Cee" Ben said and she smiled again, loving his nickname for her. She slowly pulled out of the garage as the door moved up slowly, Ben instantly grabbed the brake. He saw two feet standing opposite the door as it slowly rose. Eventually he noticed it was a girl. It was Sierra, the girl Ben used to have a crush on before arcee.

"Uhm, hey Ben, how are you?" Sierra asked nervously. He then took off his helmet to speak to her "Uhm, good thanks; Sierra I don't wanna be rude but what are you doing here?" Ben asked rather awkwardly. "I was nearby and I was wondering... If... Maybe... You might want to go out on a date with me?" Ben felt very nervous but said "As much as I would love to I have a girlfriend" Sierra looked gutted but replied "Ok, but what's her name?" Ben instantly panicked and said "Sadie" at which Arcee's heart fluttered. "Oh, ok. Thanks anyway Ben, by the way nice bike" sierra said starting to walk away. Ben pulled his purple and green helmet back on, kicked away Arcee's kickstand and zoomed out faster than normal. It appeared Arcee's new form was faster than her old one. It was now sleeker, shinier, faster and was now a slightly lighter shade of blue and the pink highlights were now a purpley pink. Then through Bens built in comm in his helmet he heard "Sadie huh, someone's got the hots for an older woman" it was Arcee talking to him through her own comm system and she also noticed how red his face went. "It was the first name to pop into my head" Ben said with a shrug trying to conceal how right she was in her previous statement. "Yeah of course...?" Arcee said again taunting him and flirting at the same time. "Oh and by the way why didn't you come to base last night?" Arcee asked again. Ben started to panick and he said "you said there was a meteor right, I felt an earthquake. That must have been when it hit, the surrounding shock wave was what I felt. So I guess I was a little worried and just headed home" Ben lied through his teeth his his best friend. He knew he would feel guilty later. Arcee knew something was up so she said "And you know if you ever need anyone to talk to, you can always talk to Sadie"

Ben groaned, he was never gonna live this up. "But why didnt you say yes to Sierra?" Arcee asked. "Well, theres someone else I like Cee" and all Arcee thought was I hope it's me...

Not long later, the two turned off the off the road and the sand flew up from the dessert below them. They drove straight at a large rock like spire. They drove even faster, getting extremely close to crashing, yet both of them seemed unfazed. They were about to hit the rock when it split in two and the sleek motorcycle and its rider zipped through the middle and it closed behind them, sucking them into the darkness beyond. Arcee and Ben pulled into the main communication centre of autobot base omega one. Home to the autobots, and their protectees. As they pulled in they were greeted by Kevin, Gwen, Bumblebee, Bulkhead and Optimus. Ratchet just gave a "grmph" at their arrival. Gwen was with Bulkhead watching some show in Japanese. Lucky cybertronians, they could just download languages from the Internet. And Kevin was playing a racing game against Bee, of which Kevin was getting hammered at. Then again, thousands of years driving had to give him some leverage.

Ben as normal moved up to the area where the humans hung out. He upside down high five'd Gwen as he walked past the back if the sofa and knuckle touched Kevin. He sat down on the end of the sofa, next to Kevin who was playing his psp. All Ben heard was "sup Ben wad" and "Aratana hikari motome..." Coming from the T.V.

"Wow subtle, what's up with you guys?" Ben asked "Bumblebee beat me 100 to 13 on gran turismo" Kevin replied with a groan "make that 101 to 13" Ben just smiled and then Gwen spoke "I'm busy watching a Japanese anime, so shut up" waving her hand over in Bens direction.

Ben got up again and walked towards the quarters he shared with Arcee, when he stayed at base. Arcee had gone to talk with Optimus about something so he had the quarters to himself for at least half an hour. He had some time till Arcee came back so he started to fiddle with the watch.

At one point Ben pushed both of the opposite grey buttons in at once and the dial sprang up. The infinity symbol moved outwards and made a purple circle. Within the circle was now a shadow, which looked like a silhouette of a monster from a fairy tail. Ben pushed it in slowly and the room was filled with a bright purple light. From the watch Ben started to grow extreme amounts of dark hard hairs that covered his body, his skeleton grew larger and his bones thickened. His head grew and big horns grew out of his skull and his eyes grew bigger. Ben let out an animalistic roar and fell over, not used to the new weight distribution.

He felt dizzy, so dizzy. And a little nauseous. He placed his claws on the floor attempting to balance himself. Wait... Claws!? Ben panicked causing him to fall over again, he looked at his hands. They now had hard and sharp claws underneath his furry knuckles, completely unseeable to anyone but himself. He felt his head, fur. He felt his back,fur. He felt the things growing out of his head, hard as titanium. Despite how foreign all these things all felt, he was feeling fine. Other than being freaked out.

Ben walk over to the small human sizes mirrors and looks at himself. So many questions were running through his head...

What happened to me?

Did the watch do this?

Can I change back?

Should I tell anyone?

Ughh so many questions, and no answers. One weird thing he did notice was how the symbol from the watch was now on his furry belly. Am I really this fat? He asked himself whilst spinning around. But then after about ten minutes of panicking, admiring himself and more panicking the unfitting symbol upon his chest, started to flash from purple to blue to green to yellow to orange and finally to red. As it went red the room went glowed with the light coming from Ben and the watch. And with that he turned back to himself, just as Arcee walked in.

SORRY THE ENDING IS SO CRAP AND I WILL UPDATE THE NEXT CHAPTER AS SOON AS POSSIBLE


End file.
